§16202. Exempt transactions

The following transactions are exempt from the requirements of sections 16301 to 16306
and 16504: [2005, c. 65, Pt. A, §2 (NEW).]

1.Isolated nonissuer transaction.
An isolated nonissuer transaction, whether effected by or through a broker-dealer
or not;

[
2005, c. 65, Pt. A, §2 (NEW)
.]

2.Manual exemption.
A nonissuer transaction by or through a broker-dealer licensed under or exempt from
licensing under this chapter and a resale transaction by a sponsor of a unit investment
trust registered under the federal Investment Company Act of 1940 in a security of
a class that has been outstanding in the hands of the public for at least 90 days,
if, on the date of the transaction:

A. The issuer of the security is engaged in business, the issuer is not in the organizational
stage or in bankruptcy or receivership and the issuer is not a blank check, blind
pool or shell company that has no specific business plan or purpose or that has indicated
that its primary business plan is to engage in a merger or combination of the business
with, or an acquisition of, an unidentified person; [2005, c. 65, Pt. A, §2 (NEW).]

B. The security is sold at a price reasonably related to its current market price; [2005, c. 65, Pt. A, §2 (NEW).]

C. The security does not constitute the whole or part of an unsold allotment to, or a
subscription or participation by, the broker-dealer as an underwriter of the security
or a redistribution; [2005, c. 65, Pt. A, §2 (NEW).]

D. A nationally recognized securities manual or its electronic equivalent designated
by routine technical rule as defined in Title 5, chapter 375, subchapter 2-A adopted
under this chapter or order issued under this chapter or a publicly available record
filed with the Securities and Exchange Commission contains:

(1) A description of the business and operations of the issuer;

(2) The names of the issuer's executive officers and the names of the issuer's directors,
if any;

(3) An audited balance sheet of the issuer as of a date within 18 months before the
date of the transaction or, in the case of a reorganization or merger when the parties
to the reorganization or merger each had an audited balance sheet, a pro forma balance
sheet for the combined organization; and

(4) An audited income statement for each of the issuer's 2 immediately previous fiscal
years or for the period of existence of the issuer, whichever is shorter, or, in the
case of a reorganization or merger when each party to the reorganization or merger
had audited income statements, a pro forma income statement; and [2005, c. 65, Pt. A, §2 (NEW).]

E. Any one of the following requirements is met:

(1) The issuer of the security has a class of equity securities listed on a national
securities exchange registered under Section 6 of the federal Securities Exchange
Act of 1934 or designated for trading on the National Association of Securities Dealers
Automated Quotation System;

(2) The issuer of the security is a unit investment trust registered under the federal
Investment Company Act of 1940;

(3) The issuer of the security, including its predecessors, has been engaged in continuous
business for at least 3 years; or

(4) The issuer of the security has total assets of at least $2,000,000 based on an
audited balance sheet as of a date within 18 months before the date of the transaction
or, in the case of a reorganization or merger when the parties to the reorganization
or merger each had such an audited balance sheet, a pro forma balance sheet for the
combined organization; [2005, c. 65, Pt. A, §2 (NEW).]

[
2005, c. 65, Pt. A, §2 (NEW)
.]

3.Nonissuer transactions in specified foreign transactions.
A nonissuer transaction by or through a broker-dealer licensed under or exempt from
licensing under this chapter in a security of a foreign issuer that is a margin security
defined in regulations or rules adopted by the Board of Governors of the Federal Reserve
System;

[
2005, c. 65, Pt. A, §2 (NEW)
.]

4.Nonissuer transactions in securities where guarantor is subject to Securities Exchange
Act reporting.
A nonissuer transaction by or through a broker-dealer licensed under or exempt from
licensing under this chapter in an outstanding security if the guarantor of the security
files reports with the Securities and Exchange Commission under the reporting requirements
of Section 13 or 15(d) of the federal Securities Exchange Act of 1934, 15 United States
Code, Section 78m or 78o(d);

[
2005, c. 65, Pt. A, §2 (NEW)
.]

5.Nonissuer transactions in specified fixed income securities.
A nonissuer transaction by or through a broker-dealer licensed under or exempt from
licensing under this chapter in a security that:

A. Is rated at the time of the transaction by a nationally recognized statistical rating
organization in one of its 4 highest rating categories; or [2005, c. 65, Pt. A, §2 (NEW).]

B. Has a fixed maturity or a fixed interest or dividend if:

(1) A default has not occurred during the current fiscal year or within the 3 previous
fiscal years or during the existence of the issuer and any predecessor if less than
3 fiscal years in the payment of principal, interest or dividends on the security;
and

(2) The issuer is engaged in business, is not in the organizational stage or in bankruptcy
or receivership and is not and has not been within the previous 12 months a blank
check, blind pool or shell company that has no specific business plan or purpose or
has indicated that its primary business plan is to engage in a merger or combination
of the business with, or an acquisition of, an unidentified person; [2005, c. 65, Pt. A, §2 (NEW).]

[
2005, c. 65, Pt. A, §2 (NEW)
.]

6.Unsolicited brokerage transactions.
A nonissuer transaction by or through a broker-dealer licensed under or exempt from
licensing under this chapter effecting an unsolicited order or offer to purchase;

[
2005, c. 65, Pt. A, §2 (NEW)
.]

7.Nonissuer transactions by pledgees.
A nonissuer transaction executed by a bona fide pledgee without the purpose of evading
this chapter;

[
2005, c. 65, Pt. A, §2 (NEW)
.]

8.Nonissuer transactions with federal covered investment advisers.
A nonissuer transaction by a federal covered investment adviser with investments
under management in excess of $100,000,000 acting in the exercise of discretionary
authority in a signed record for the account of others;

[
2005, c. 65, Pt. A, §2 (NEW)
.]

9.Specified exchange transactions.
A transaction in a security, whether or not the security or transaction is otherwise
exempt, in exchange for one or more bona fide outstanding securities, claims or property
interests or partly in such exchange and partly for cash, if the terms and conditions
of the issuance and exchange or the delivery and exchange and the fairness of the
terms and conditions have been approved by the administrator after a hearing. The
administrator may impose actual costs and a reasonable fee for conducting a hearing
under this subsection;

[
2005, c. 65, Pt. A, §2 (NEW)
.]

10.Underwriter transactions.
A transaction between the issuer or other person on whose behalf the offering is
made and an underwriter, or among underwriters;

[
2005, c. 65, Pt. A, §2 (NEW)
.]

11.Mortgage secured unit transactions.
A transaction in a note, bond, debenture or other evidence of indebtedness secured
by a mortgage or other security agreement if:

A. The note, bond, debenture or other evidence of indebtedness is offered and sold with
the mortgage or other security agreement as a unit; [2005, c. 65, Pt. A, §2 (NEW).]

B. A general solicitation or general advertisement of the transaction is not made; [2005, c. 65, Pt. A, §2 (NEW).]

C. A commission or other remuneration is not paid or given, directly or indirectly, to
a person not licensed under this chapter as a broker-dealer or as an agent; and [2005, c. 65, Pt. A, §2 (NEW).]

D. The outstanding principal amount of all notes or other evidence of indebtedness that
is secured by the mortgage or other security agreement does not exceed the fair market
value of the property at the time of the transaction, or the issuer otherwise proves
that it relied on reasonable evidence that the fair market value was not so exceeded
at the time of the transaction; [2005, c. 65, Pt. A, §2 (NEW).]

[
2005, c. 65, Pt. A, §2 (NEW)
.]

12.Personal representative, guardian transactions.
A transaction by a personal representative, as defined in Title 18-A, section 1-201,
subsection 30, executor, administrator of an estate, sheriff, marshal, receiver, trustee
in bankruptcy, guardian or conservator acting in their official capacities;

C. Any other person exempted by routine technical rule, as defined in Title 5, chapter
375, subchapter 2-A, adopted or order issued under this chapter; [2005, c. 65, Pt. A, §2 (NEW).]

[
2005, c. 65, Pt. A, §2 (NEW)
.]

14.Limited private offering transactions, any issuer.
A sale or an offer to sell securities by or on behalf of an issuer, if the transaction is part of a single issue in which:

A. Not more than 10 purchasers are present in this State during any 12 consecutive months,
other than those designated in subsection 13; [2005, c. 65, Pt. A, §2 (NEW).]

B. A general solicitation or general advertising is not made in connection with the offer
to sell or sale of the securities; [2005, c. 65, Pt. A, §2 (NEW).]

C. A commission or other remuneration is not paid or given, directly or indirectly, to
a person other than a broker-dealer licensed under this chapter or an agent licensed
under this chapter for soliciting a prospective purchaser in this State; and [2005, c. 65, Pt. A, §2 (NEW).]

D. The issuer reasonably believes that all the purchasers in this State, other than those
designated in subsection 13, are purchasing for investment; [2005, c. 65, Pt. A, §2 (NEW).]

[
2007, c. 14, §2 (AMD)
.]

15.Limited private offering transactions, Maine issuer.
A sale or an offer to sell securities of a corporation, limited partnership or limited
liability company organized under the laws of this State or any issuer determined
by the administrator by order to have its principal place of business in this State,
if the sale or offer is by or on behalf of the issuer and if the transaction is part of a single issue in which:

A. Not more than 25 purchasers are present in this State during any 12 consecutive months,
other than those designated in subsection 13; [2005, c. 65, Pt. A, §2 (NEW).]

B. A general solicitation or general advertising is not made in connection with the offer
to sell or sale of the securities; [2005, c. 65, Pt. A, §2 (NEW).]

C. A commission or other remuneration is not paid or given, directly or indirectly, to
a person other than a broker-dealer licensed under this chapter or an agent licensed
under this chapter for soliciting a prospective purchaser in this State; [2005, c. 65, Pt. A, §2 (NEW).]

D. The issuer reasonably believes that all the purchasers in this State, other than those
designated in subsection 13, are purchasing for investment; [2005, c. 65, Pt. A, §2 (NEW).]

E. The issuer files with the administrator a notification for exemption that must be
in such form as may be prescribed by the administrator by order or by routine technical
rule, as defined in Title 5, chapter 375, subchapter 2-A; and [2005, c. 65, Pt. A, §2 (NEW).]

F. The issuer provides a copy of the notification of exemption to each offeree of securities
sold in reliance on this exemption, which must contain such legends as the administrator
prescribes, notifying the offeree that the securities have not been registered with
the administrator, that they may be considered restricted securities and that the
issuer is under an obligation to make a reasonable finding that the securities are
a suitable investment for the offeree; [2005, c. 65, Pt. A, §2 (NEW).]

[
2007, c. 14, §3 (AMD)
.]

16.Transactions with existing securities holders.
A transaction under an offer to existing security holders of the issuer, including
persons that at the date of the transaction are holders of convertible securities,
options or warrants, if a commission or other remuneration, other than a standby commission,
is not paid or given, directly or indirectly, for soliciting a security holder in
this State;

[
2005, c. 65, Pt. A, §2 (NEW)
.]

17.Offerings filed but not effective, nonexempt securities.
An offer to sell, but not a sale, of a security not exempt from registration under
the federal Securities Act of 1933 if:

A. A registration or offering statement or similar record as required under the federal
Securities Act of 1933 has been filed, but is not effective, or the offer is made
in compliance with 17 Code of Federal Regulations, 230.165; and [2005, c. 65, Pt. A, §2 (NEW).]

B. A stop order of which the offeror is aware has not been issued against the offeror
by the administrator or the Securities and Exchange Commission and an audit, inspection
or proceeding that is public and that may culminate in a stop order is not known by
the offeror to be pending; [2005, c. 65, Pt. A, §2 (NEW).]

[
2005, c. 65, Pt. A, §2 (NEW)
.]

18.Offerings filed but not effective, exempt securities.
An offer to sell, but not a sale, of a security exempt from registration under the
federal Securities Act of 1933 if:

A. A registration statement has been filed under this chapter, but is not effective; [2005, c. 65, Pt. A, §2 (NEW).]

B. A solicitation of interest is provided in a record to offerees in compliance with
a routine technical rule, as defined in Title 5, chapter 375, subchapter 2-A, adopted
by the administrator under this chapter; and [2005, c. 65, Pt. A, §2 (NEW).]

C. A stop order of which the offeror is aware has not been issued against the offeror
by the administrator or the Securities and Exchange Commission and an audit, inspection
or proceeding that may culminate in a stop order is not known by the offeror to be
pending; [2005, c. 65, Pt. A, §2 (NEW).]

[
2005, c. 65, Pt. A, §2 (NEW)
.]

19.Control transactions.
A transaction involving the distribution of the securities of an issuer to the security
holders of another person in connection with a merger, consolidation, exchange of
securities, sale of assets or other reorganization to which the issuer, or its parent
or subsidiary, and the other person, or its parent or subsidiary, are parties;

21.Not violative of laws of foreign state or jurisdiction.
An offer or sale of a security to a person not a resident of this State and not
present in this State if the offer or sale does not constitute a violation of the
laws of the state or foreign jurisdiction in which the offeree or purchaser is present
and is not part of an unlawful plan or scheme to evade this chapter.

[
2005, c. 65, Pt. A, §2 (NEW)
.]

22.Employee benefit plans.
An employees' stock purchase, savings, option, profit-sharing, pension or similar
employees' benefit plan, including any securities, plan interests and guarantees issued
under a compensatory benefit plan or compensation contract, contained in a record,
established by the issuer, its parents, its majority-owned subsidiaries or the majority-owned
subsidiaries of the issuer's parent for the participation of their employees including
offers or sales of such securities to:

A. Directors; general partners; trustees, if the issuer is a business trust; officers;
and consultants and advisors, as permitted by 17 Code of Federal Regulations, 230.701(c)(1)
(2003); [2005, c. 65, Pt. A, §2 (NEW).]

B. Family members who acquire such securities from those persons through gifts or domestic
relations orders; [2005, c. 65, Pt. A, §2 (NEW).]

C. Former employees, directors, general partners, trustees, officers and consultants
and advisors, as permitted by 17 Code of Federal Regulations, 230.701(c)(1) (2003),
if those individuals were employed by or providing services to the issuer when the
securities were offered; and [2005, c. 65, Pt. A, §2 (NEW).]

D. Insurance agents who are exclusive insurance agents of the issuer, or the issuer's
subsidiaries or parents, or who derive more than 50% of their annual income from those
organizations; [2005, c. 65, Pt. A, §2 (NEW).]

A. A stock dividend or equivalent equity distribution, whether the corporation or other
business organization distributing the dividend or equivalent equity distribution
is the issuer or not, if nothing of value is given by stockholders or other equity
holders for the dividend or equivalent equity distribution other than the surrender
of a right to a cash or property dividend if each stockholder or other equity holder
may elect to take the dividend or equivalent equity distribution in cash, property
or stock; [2005, c. 65, Pt. A, §2 (NEW).]

B. An act incident to a judicially approved reorganization in which a security is issued
in exchange for one or more outstanding securities, claims or property interests,
or partly in such exchange and partly for cash; or [2005, c. 65, Pt. A, §2 (NEW).]

C. The solicitation of tenders of securities by an offeror in a tender offer in compliance
with 17 Code of Federal Regulations, 230.162; [2005, c. 65, Pt. A, §2 (NEW).]

[
2005, c. 65, Pt. A, §2 (NEW)
.]

24.Nonissuer transactions in specified foreign issuers securities.
A nonissuer transaction in an outstanding security by or through a broker-dealer
licensed under or exempt from licensing under this chapter, if the issuer is a reporting
issuer in a foreign jurisdiction designated by this paragraph or by rule adopted or
order issued under this chapter; the issuer has been subject to continuous reporting
requirements in the foreign jurisdiction for not less than 180 days before the transaction;
and the security is listed on the foreign jurisdiction's securities exchange that
has been designated by this paragraph or by routine technical rule, as defined in
Title 5, chapter 375, subchapter 2-A, adopted or order issued under this chapter,
or is a security of the same issuer that is of senior or substantially equal rank
to the listed security or is a warrant or right to purchase or subscribe to any of
the foregoing. For purposes of this paragraph, Canada, together with its provinces
and territories, is a designated foreign jurisdiction and the Toronto Stock Exchange,
Inc. is a designated securities exchange. After an administrative hearing in compliance
with the Maine Administrative Procedure Act, the administrator, by order issued under
this chapter, may revoke the designation of a securities exchange under this paragraph
if the administrator finds that revocation is necessary or appropriate in the public
interest and for the protection of investors;

[
2005, c. 65, Pt. A, §2 (NEW)
.]

25.Investments in viatical or life settlement contracts.
Any offer or sale of an investment in a viatical or life settlement contract, if:

A. The underlying viatical or life settlement transaction with the viator was not in
violation of the Viatical and Life Settlements Act; [2005, c. 65, Pt. A, §2 (NEW).]

B. Such disclosure documents as the administrator, by rule or order, requires are delivered
to each offeree or purchaser; and [2005, c. 65, Pt. A, §2 (NEW).]

C. Prior to any offer in this State, a notice specifying the terms of the offer is filed
with the administrator together with a consent to service of process complying with
section 16611, signed by the issuer, and a nonrefundable filing fee of $300 for each
type or class of security being offered in this State and the administrator does not
by order disallow the exemption within the next 5 full business days; or [2005, c. 65, Pt. A, §2 (NEW).]

[
2005, c. 65, Pt. A, §2 (NEW)
.]

26.Nonpublic offerings under 4(2).
A security offered in a nonpublic offering under Section 4(2) of the federal Securities
Act of 1933, 15 United States Code, Section 77d(2) if, no later than 15 days after
the first sale in this State, a notice on "Form D," as promulgated by the Securities and Exchange Commission, is filed with the administrator
together with a consent to service of process complying with section 16611, signed
by the issuer, and the payment of a nonrefundable filing fee of $300 for each type or class of security sold. If the Form D includes a consent to service of process, a separate document need not
be filed for this purpose, and if the consent to service of process on the Form D
is executed in a manner accepted by the Securities and Exchange Commission, it is
deemed to comply with the requirement in this section and section 16611, subsection
1 that the consent be signed. An additional nonrefundable late filing fee of $500 must be paid for a filing made
between 16 and 30 days after the first sale in this State.